Committees
The Board's Committees and their activities
– excerpt from Trelleborg’s Annual Report for 2007
Trelleborg’s Annual General Meeting makes resolutions regarding procedures for the appointment and work of the Nominations Committee. The 2007 Annual General Meeting made resolutions in line with those made by the 2006 Annual General Meeting. The Annual General Meeting decided that a Nominations Committee shall operate in order to prepare and present proposals to the shareholders at the Annual General Meeting regarding the election of the Chairman and other Board members and, where applicable, present proposals regarding auditors and remuneration to the Board, Board committees and the auditors. The Nominations Committee shall consist of five members, who are to be representatives of the five largest shareholders at the close of the third quarter. Accordingly, the Chairman of the Board shall, at the close of the third quarter, contact the five largest shareholders in the company, who shall be given the opportunity to appoint one member of the Nominations Committee each. In addition, the Nominations Committee may decide that the Chairman of the Board be a part of the Committee, but not be appointed its chairman.
In accordance with a resolution by the 2007 Annual General Meeting, the Chairman of the Board was assigned the task of asking five representatives of the company’s major shareholders at the close of the third quarter to become members of the Nominations Committee in order to formulate proposals on Board members, the Chairman of the Board, the auditor and remuneration to Board members, Board committees and auditors to be presented to the 2008 Annual General Meeting for approval. The composition of the Nominations Committee was published on Trelleborg’s website and through a press release on October 26, 2007.
The selection aim of the principal owners is that elected Board members shall possess knowledge and experience relevant to Trelleborg. The rules regarding independent Board members, as stated in the Swedish Code of Corporate Governance, are observed.
The Nominations Committee for 2008 held three meetings and a number of telephone conferences. The Nominations Committee comprised Didrik Normark, Henry and Gerda Dunker Foundation (Chairman), Ramsay Brufer, Alecta (Secretary) and the members Lars Öhrstedt, AFA Försäkring, Henrik Didner, Didner & Gerge Mutual Funds and KG Lindvall, Swedbank Robur Fonder. In addition, the Chairman of the Board, Anders Narvinger, was a member of the Nominations Committee for 2008. The Committee represented approximately 65 percent of the shareholders’ votes.
As a basis for the Committee’s work, information on the company’s operations and strategic focus was presented by the President. In addition, the Chairman of the Board presented annual evaluations of the Board members’ efforts. The Chairman of the Board also presented information on the Board’s work during the year and the work of the Audit, Finance, and Remunerations Committees.
Berthold Lindqvist (elected to Trelleborg’s Board in 1996) has declined re-election prior to the 2008 Annual General Meeting. The Nominations Committee nominates Sören Mellstig as a new Board member. In addition to this, the Committee proposes the re-election of the other Board members.
Sören Mellstig, born in 1951, M.Sc. (Econ), has previously held the positions of President and CEO of Gambro and Vice President of Incentive. Sören Mellstig is the chairman of the board of Aleris AB and Vatus Medical AB, as well as a member of the boards of Munters AB, Ferrosan A/S, PaloDex Oy, Dako A/S and Rindi Energi AB.
The Nominations Committee has also decided to propose that the 2008 Annual General Meeting re-elect PricewaterhouseCoopers AB as the company’s auditor.
The Audit Committee usually meets in connection with the Board meetings and has the primary task of ensuring compliance with established principles for financial reporting and internal control and that appropriate relationships with the company’s auditors are maintained in accordance with the “Instruction for the Audit Committee established by the Board of Directors of Trelleborg AB”.
As of 2007, the Audit Committee is also charged with monitoring the follow-up and reporting of issues covered by Corporate Responsibility.
The results of the Audit Committee’s work in the form of observations, recommendations and proposed decisions and measures are continuously reported to the Board of Directors.
In 2007, the Audit Committee comprised the Board members Rolf Kjellman, who is also the Committee Chairman, Heléne Bergquist and Anders Narvinger. The Group’s CFO, Bo Jacobsson, General Counsel and Secretary of the Audit Committee, Ulf Gradén and the Head of the Internal Control staff function, Michael Weichselbaumer, participate in the Audit Committee meetings, as do the company’s auditors. The Audit Committee held five meetings in 2007.
The Finance Committee has the primary task of supporting and monitoring financial operations, annually assessing and proposing changes to the Finance Policy, evaluating and preparing matters for decision by the Board and, after each meeting, reporting on its work at the subsequent Board meeting.
In 2007, the Finance Committee consisted of Board members Rolf Kjellman, who is also Chairman of the Finance Committee, Heléne Bergquist and Anders Narvinger. The Group’s CFO, Bo Jacobsson, and General Counsel and Secretary of the Finance Committee, Ulf Gradén, participate in the meetings of the Finance Committee. The Senior Vice President, Group Finance participated when necessary.
The Committee held four meetings in 2007.
The Remunerations Committee has the primary task of representing the Board in matters concerning remuneration and terms of employment for the President and executives reporting directly to him based on the principles for remuneration and terms of employment for the President and other senior executives as adopted by the Annual General Meeting.
The Committee continuously reports its work to the Board. In 2007, the Remunerations Committee comprised the Board members Anders Narvinger, who chairs the Committee, and Berthold Lindqvist. The Remunerations Committee held four meetings in 2007 and also maintained ongoing communications in conjunction with appointments and other payroll issues.